The Institution
by Rosie-not-Rose
Summary: The Doctor and Rose visit a planet that even the Doctor doesn't know. What will he do when Rose is taken hostage and why can she not remember who she is? A lot of fluff. 10Rose.
1. Chapter 1

"Eleventh century?"

"Yeah."

"15,000BC?"

"Yup."

"Erm..." Rose struggled to think. "The creation of the Earth?"

"Of course! Several times. Amazing. I'll take you sometime." The Doctor grinned when Rose paused, still trying to catch him out. "You won't get me!"

Rose groaned. "I will, I will! There has to be _somewhere _you haven't travelled to, in the Earth's huge timeline..." She suddenly gasped, eyes wide. "Got it! 1978 - nothing massively memorable about it."

There was a pause. "Well?" Rose asked, when the Doctor didn't say anything.

The Doctor opened his mouth, then closed it again, frowning. "I think you may have got me... no, hang on. Hang on, hang on." He ran his hands through his hair.

"Hanging."

"I'm sure I've... yeah, definitely. No. Yeah. Oh, my head... All my memories are going through my head at once, trying to find the right year. It's like a very confusing and messed up slideshow."

Rose watched him from the other side of the console of the TARDIS with amusement. "Won't your head, like, explode or something? Ugh, that wouldn't be pretty."

Suddenly the Doctor stopped, and shook his head from side to side like a dog. Rose stared at him. "Did you accidentally put something in your coffee this morning?"

"There we go! Success. For your information, Miss Tyler, I did go to the year 1978, ages and ages ago. I only managed to pick the memory out because of the vivid hairstyles..."

Rose visibly sagged, and flopped down onto the console chair. "I guess you got me."

"Good and proper." The Doctor agreed, sitting down beside her. "Doctor 1 – Rose 0."

They were silent for a few moments, only the faint hum of the TARDIS lingering in the air. Suddenly Rose said, "What about planets? Don't tell me you've been to all of those?"

The Doctor laughed incredulously. "As if! There's millions of them – don't forget I'm only nine hundred and odd. I've still got so much exploring to do – that's why I never stop travelling."

"So why take me along with you? Why not find someone who knows more about the universe?" Rose asked, quietly. There was a light in her eyes, indicating that she wasn't being completely serious.

The Doctor didn't hesitate before replying, "Why take you? Who else would I talk to? Boast and brag about all my knowledge to?" He became more serious. "The fact that you don't know much makes it even more amazing when I show you it all. You've seen so little. Even I've not seen a lot. It's such a vast universe, you could travel and travel for centuries and just scratch the surface. Where's the fun if you don't share it with someone?" He paused. "Plus, everyone needs a hand to hold."

Rose looked at him, and for a second his reserve fell slightly away and through his eyes she caught a glimpse of the extreme heartache he had had to swallow down for so many years. She felt a tug in her chest – what she would give to take some of that pain away from him... The Doctor glanced at her, and smiled to let her know that he was alright. Rose felt for his hand. Finding it, she linked her fingers through his and squeezed his warm hand tightly.

A few minutes passed, the Doctor and Rose both lost in their own thoughts. Suddenly the Doctor seemed to come to, cleared his throat loudly and leapt up from the chair in his usual buoyant fashion. Rose smiled up at him.

"What's next on the agenda, then?" she asked enthusiastically.

"Up to you," came the reply.

Rose grinned. "My turn to choose, is it? Great." She thought for a moment. "How about we go to somewhere that's unfamiliar to both of us, for a change? I'm sick of you knowing everything - let's discover somewhere together." She glanced at the Doctor to see whether he approved of this idea.

The Doctor, who had been fiddling with the console, turned to face her. He was frowning slightly. "If it's somewhere I don't know, then I don't know what threats we are facing, do I? Being the know-it-all has it's advantages, you know," he added, giving her a rather cheesy grin.

"Yeah, but we can't run into trouble everywhere we go, can we? We might just have a nice quiet time..."

The Doctor raised a sceptical eyebrow. "God, I hate it when people say that. You just know something will happen. Have you not met us? We attract trouble like two super strength magnets."

Rose grimaced. "I know! We can't even go for an ice cream without the world nearly coming to an end." She suddenly laughed. "Oh well, don't bother about what you can't change. That's what my mum always says, anyway."

"And for once, she's right. Ready, then?"

Rose was taken aback at the sudden change of heart. God, she thought, he's confusing at times. "Ready!" she replied, taking hold of anything attached firmly to the console. The ride was rarely smooth, and she didn't fancy being flung about. "So where are we going?"

"No idea!" the Doctor admitted, as the TARDIS started shuddering and the rotor in the centre began moving up and down. "I'm letting the TARDIS decide..."


	2. Chapter 2

The TARDIS arrived with the usual stomach churning BUMP, but for once Rose managed to stay on her feet. She beamed at the Doctor. "See?" she said. "That's a good sign. This is going to be a nice relaxing trip, I can feel it." The Doctor merely grimaced.

Rose had a sudden thought. "Am I dressed OK?" she wondered, looking down at her knee length skirt and T-shirt. "I don't want to end up half naked in 1879 again."

The Doctor felt an unfamiliar lurch in his stomach, but dismissed it. That thought was strictly out of bounds. He tugged at his ear, looked Rose up and down. Then realised. "Hold on - I don't have a clue where we are! It was your idea to take us god knows where." He didn't sound angry though, if anything he sounded gleeful.

Rose grinned slightly as she recognised the tone in his voice, the one he always adopted after the TARDIS landed, right before they set foot on another world. _Another world._ Rose couldn't repeat that enough times in her head.

The Doctor was still looking at her. "Anyway, you look fine," he concluded. "You look nice, actually," he added thoughtfully. Rose blinked at the unexpected compliment.

"Let's go," she said, curiosity getting the better of her. Anything could be out there, any creatures, any scenery... any world. She ran to the TARDIS doors, swung them open to reveal...

Earth.

Rose gasped. "Earth! Are you _kidding_ me?" she cried, looking around at the deserted fields and trees.

The Doctor appeared suddenly at her side. He looked as baffled as she was. "Earth? But - but -" He looked sternly at the TARDIS. "Is this the best you could do, old girl?" He raced back inside with endless bounding energy. Rose ran back in behind him and watched as he pulled the console screen in his direction. He looked at it, prodded the screen a bit, then pulled out his sonic screwdriver from his pocket. "What on earth?" he said to no one in particular, scanning the screen.

"What's the matter?" Rose asked.

"Something up with the computer."

"I worked that bit out, but what does that mean?"

"Means there's something wrong with the TARDIS. Something's interfering."

Rose looked shocked. "But we're only on Earth!"

The Doctor looked up at last and fixed Rose with an intense gaze. Rose saw concern there. "Thing is, Rose, I'm not sure we _are_ on Earth -" he began, before Rose interrupted.

"But it looks exactly the same..."

The Doctor waved this aside impatiently. "There's millions of planets, there's bound to be a few that look similar to yours. After all, it's a good design, Earth, don't you think?" he added, smiling at Rose.

Rose couldn't help but smile back. She tried to focus on the important matter in hand, and not on the Doctor's disarming grin... the Doctor couldn't help but notice Rose gazing at him and his smile faded slightly.

"So... if this isn't Earth," Rose continued, glossing over the awkward moment. "Where is it?"

"That's the thing. I don't know. The TARDIS won't tell me. I don't even know what year it is!" He looked quite disconcerted as if this wasn't something he was used to.

Rose groaned. "Why won't it tell us?" The Doctor shook his head.

"I don't know." A pause. "But I'm going to find out." And with that he ran out of the TARDIS, pulling Rose behind him.


	3. Chapter 3

As soon as they left the TARDIS and stepped in the (freezing cold, Rose noticed) air, it became clear that something was very wrong. The Doctor turned to close the TARDIS doors, when with a defiant creak the doors closed themselves. The Doctor shouted out in surprise and rummaged frantically for his key. Rose found several items thrust into her hands from the Doctor's pockets, including a yo-yo, a stapler and a small tent. She barely had time to register shock for this before the Doctor found the TARDIS key and thrust it into the lock. Rose watched with growing dread.

"No no no!" the Doctor cried after a few moments, looking frantic.

"What is it?" asked Rose, knowing perfectly well what was happening but needing the Doctor to confirm it for her.

There was a pause. Rose sensed the Doctor was trying to come to terms with the inevitable truth. "The TARDIS. It's gone into lockdown."

"You mean... no way back in?"

The Doctor looked frustrated and bewildered at the same time. Rose's heart seemed to be in her throat. No TARDIS? No way home? A question was burning on her lips but she swallowed it down, not sure if she wanted to hear the answer or not. However, after a few moments the Doctor answered it for her.

"We can get back in," he said. Rose released a breath she didn't realise she had been holding. "But... I - we - need to find out what's made the TARDIS sick."

"The TARDIS is sick?"

"Very sick. Not a good sign. There's something in the air, something she doesn't like. And we need to get to the bottom of it. Come on."

They walked in silence for several minutes. Despite their predicament, Rose couldn't help but take in the scenery as they passed. On looking closer she noticed all the differences in this planet's scenery, and wondered how she couldn't have spotted it before. The trees were a purply-green, with tiny leaves in the shape of stars and moons. The grass was almost _springy_, and when Rose looked into the sky she noticed how clear it was. Not a cloud in sight. The air felt much fresher (and colder). An improvement to Earth in many ways, Rose thought to herself. Although the Earth didn't force the TARDIS to shut them out.

As they walked along, Rose noticed one thing that she couldn't help pointing out to the Doctor. "Doctor? It's getting dark," she said, noticing the skies become gradually grey before her eyes. Maybe the days were shorter on this planet.

"Yup," the Doctor replied, sounding more like his confident old self.

"Well, I know you like danger and everything, but I don't fancy spending a night out in the open air on a strange planet," Rose informed him, a slight edge to her voice.

"And you won't need to!"

"How's that now?"

"We have this." He was holding the tent he'd thrust into Rose's hands earlier.

Rose stared at it. "Camping? Well, I'm not a huge fan, but… I suppose it's better than nothing." She suddenly realised something. "Hold on - just the one?" she asked, her voice slightly higher than usual.

"Well, yeah, why what's wrong with that? I don't... oh," the Doctor said, realisation dawning on him. They stared at each other. Then Rose realised they had bigger things to worry about.

"Anyway," she said, waving her hand to brush it aside. "It's getting dark really quickly so hadn't we better put the tent up?"

"Yeah, yeah, come on, let's find a spot," said the Doctor enthusiastically. "Allons-y!"

They walked for another ten minutes, the sky's light fading fast. By the time they reached a location the Doctor deemed appropriate, a quiet section of clean grass sheltered by several trees, it was almost pitch black, and Rose was shivering violently. She stupidly hadn't brought a jacket or coat, and the night air was bitter on her exposed skin.

"Well, s-so m-much for the r-relaxing vacation I was a-a-after," she managed to joke, teeth chattering. The Doctor glanced at her, then instantly took off his long brown coat and wrapped it round Rose as best he could. Rose smiled.

"A-always the gentleman," she grinned. She jumped on the spot, trying to warm up. The Doctor took the tent from his pocket, and, looking rather dubious, started to unravel it. The cold didn't seem to be affecting him as much. Rose didn't question this; she had accepted his many differences a long time ago. In fact it made him much more interesting than most men she had known. What would it be like to be alien? she thought.

She heard a splutter of laughter from the Doctor, and realised she must have voiced that last thought aloud. If she wasn't so cold her face would have turned pink.

"Rose Tyler, an alien?" the Doctor pondered. "Although, if you _think_ about it..." The Doctor paused, and Rose braced herself for the rant she knew was coming. "If you think about it, an "alien" is basically someone who's not from your planet, so I'm an alien to you, you're an alien to me - though one of the more attractive ones, remember the Slitheen? - so no one can ever actually call themselves an alien, do you see what I mean? No, you obviously don't from the look on your face and..." he trailed off. "You're staring at me again."

The look Rose was giving him exuded affection and exasperation in equal measure. She prodded him gently with her foot. "Oi, you, t-tent, remember?" she told him, still feeling cold to her bones despite the Doctor's coat being wrapped round her. The Doctor gave her a mock salute and resumed his actions. It was clear he was a novice when it came to putting up tents, and Rose wasn't much use as her fingers were so numb, so between them it took over twenty minutes before the tent was erected. Rose noticed that it was rather small.

The Doctor looked at Rose in slight concern. "Your lips are turning blue," he informed her.

"I'm n-not bleeding surprised." Rose shuddered. "Why is it so cold, anyway?"

"Wish I knew. But I know I don't like this planet. It doesn't feel right." He seemed to sink into a reverie for a moment, only moving when Rose prodded him again. "Sorry - go on, get in - you look like ice."

"Thanks, I think."

They knelt down and crawled into the tent opening. Rose was relieved to see that sleeping bags were included - they seemed to be attached to the tent lining, which was much softer than tents on Earth. Unfortunately, though, the tent most certainly _wasn't_ bigger on the inside like the TARDIS. There was just about enough space for two people to lie down. Barely.

Rose slipped into a sleeping back as quickly as her numb body would permit, and sat there, desperately trying to warm up. The Doctor climbed over her rather awkwardly, giving her a sheepish grin as he did so. Rose noticed that he ignored his sleeping bag.

"This must be what hypothermia feels like," she joked to the Doctor. The Doctor didn't smile, but lifted his arm and put it round her shoulders, drawing her closer.

"What are you doing that for?" Rose was surprised.

"Body warmth, of course. And my body's warmer than humans'. Two hearts," he elaborated, when Rose looked confused.

"Ah," was all Rose replied, having no intention of challenging this point when she was in this position with the Doctor. Although it was just to keep her warm, she told herself.

"Plus…" the Doctor hesitated. "It's, um, likely to get a lot colder as the night goes on…" He flinched as Rose let out a shout of exclamation.

"WHAT?" she yelped in shock. "But I'm already becoming a human icicle!"

"Body heat can work wonders in a situation like this," the Doctor informed her, grinning widely.

Rose sighed heavily. "OK, fine. Anyway, I don't feel ready to sleep yet so… how are we gonna pass the time?"

The Doctor blew out a long breath. There was a long pause in which Rose stared up at him expectantly, still shivering slightly. "No idea," the Doctor finally concluded. Rose groaned loudly and the Doctor prodded her in her side, making her squeak. "Don't, that tickles!"

The Doctor looked delighted. "I found your weak spot! I'm making a mental note, Rose Tyler is very ticklish…"

Rose looked furious. "Don't you dare…" she said, prodding him back experimentally. The Doctor looked down at her and cocked an eyebrow, but didn't react. "Dammit. Oh well, I'll find yours eventually."

"I doubt it," was the Doctor's cocky response.

"Just you watch."

They chatted about nothing in particular for over half an hour, but Rose couldn't help noticing that she wasn't warming up. In fact her temperature was gradually dropping, despite being wrapped in a sleeping bag and having the Doctor's arm wrapped protectively round her shoulder. She had stopped shivering but found herself beginning to again. The Doctor, who had taken his screwdriver from his pocket and was fiddling around with it, didn't notice.

"This is h-horrible," Rose remarked matter-of-factly.

The Doctor looked surprised. "What is? I thought this camping lark was a bit of a laugh… maybe a bit more domestic than I'm used to, but –"

"No," Rose interrupted. "The w-weather."

"Still cold, are you?"

"Ice pop stylee."

"It doesn't affect me as much," the Doctor informed her, almost proudly.

"You c-can't do anything with your sonic to w-warm me up, can you?" she said half-jokingly, glancing at it.

The Doctor looked blankly at her for a second, then suddenly his face lit up. "Of course!" he yelled with glee, making Rose nearly jump out of her skin. "Well done, Rose! The sonic screwdriver can put a sort of protective film round you... I've not done it for ages though, not sure I can even remember how..." He ran his fingers through his hair. Rose scrambled out of her sleeping bag with difficulty.

The Doctor muttered to himself for several moments, then lifted the sonic to point it at Rose. "Got it. Setting 45F... or at least, I think it is..." he trailed off hesitantly.

"Oh, that fills me with confidence."

The Doctor ignored this and moved his finger to a button on the sonic screwdriver. Just before he pressed it, he lowered the sonic, struck by a sudden thought.

"You don't ... mind, do you?" he wondered. "I know you didn't like the TARDIS in your head at first."

Rose shook her head, although she did have to ask one thing. "No side effects are there? I don't wanna be walking around with three arms or something."

The Doctor's eyes widened as this mental image floated around in his brain. "Not a good look for you ... and no. No side effects. I don't think." He avoided Rose's eyes.

"You're doing a lot of thinking ... and not a lot of knowing, Sir Doctor." She couldn't help but grin at the memory. A recklessness took over her, and she nodded at the Doctor. "Go on, do your magic. I'm already uncomfortable so..." She had barely finished her sentence when the Doctor re-aimed the screwdriver at her and pressed the trigger. She closed her eyes.

It was a relatively pain-free but strange sensation, rather like being gradually wrapped in invisible cling film. Except, of course, she hadn't become mummified and was still able to move all her limbs. This feeling continued for about a minute, and when Rose was sure it had completely disappeared, she chanced opening her eyes. The Doctor was looking at her very intently. Rose saw a glimpse of something in his eyes that she couldn't quite make out.

"OK?" the Doctor said gently.

"Fine! Great actually... I feel really warm now... thank you," she said to the Doctor. He treated her to one of his biggest grins. "I'll let you know if I start sprouting arms," she added, as she clambered back into her sleeping bag.

Now that Rose was settled, her mind turned to their current sleeping situation, and couldn't help feeling pretty awkward about it all. She glanced at the Doctor and his eyes told her that he felt exactly the same. Rose tried to think of something that would take their minds off it.

"Erm... should we play a game?" she suggested half-heartedly.

The Doctor pulled a face. "Like what?"

"I dunno! Um... I went to Market?"

"Nah, rubbish."

"That weird alphabet game?"

"Rubbish."

"I Spy?"

"What would we 'spy'?"

"Good point." Rose racked her brains but couldn't think of any decent games to play in a very small tent. "I could always try and find your weak spot..." she said without thinking, and instantly regretted it. She felt her cheeks flare up.

The Doctor stared at her, eyes very wide. "Rose Tyler!" he gasped. "Was that an invitation?" On the surface he appeared indignant, but Rose noticed that his cheeks had gone very red too.

"I... no! No! Sorry, I was just... I dunno. Don't mind me." She groaned inwardly. Oh, really smooth. To avoid more embarrassment she lay down on her side, facing away from the Doctor. She prayed he wouldn't press the subject, as she couldn't come up with a decent explanation for what she had just blurted out. A few minutes later she felt the Doctor lie down beside her. She held her breath.

"Y'know... the last time I used the sonic to warm someone up was over a hundred years ago. Surprised it still works actually." The Doctor's voice was cheery. Rose smiled to herself. She turned on to her other side to face the Doctor who was propping up his head with his elbow, shifting back hastily when she realised how close they were. She could even make out the Doctor's scatter of freckles across his cheeks. She gave herself a mental slap and forced herself to speak.

"Oh yeah?" she grinned, tongue between her teeth. "And where was that?"

"Lovely place called Freton Glarbon."

"Come again?"

"Freton Glarbon! Great place. Ten times colder than this though," and Rose shivered at the thought. "My friend, Joseph, who I was travelling with, he was human too... so obviously, the weather was too much for him, he would have died without the sonic, and in fact he nearly did..." The Doctor drifted off and Rose watched his face harden as unpleasant memories entered his head.

"I'm sorry," Rose muttered, not knowing what else to say.

"Yeah."

Rose felt the need to change the subject. "What are we doing tomorrow then?"

"Whatever you like!" was the Doctor's eager response. Rose found it hard to keep track of his mood swings sometimes. "But first I need to explore the planet a bit, get my bearings and all that. Then maybe we can find out _where _and_ when _we are."

"Would be useful," Rose agreed. "I'm not sure I like this idea of you being clueless as much as I thought I would."

"I did warn you," the Doctor told her, but he didn't sound annoyed.

They fell into a comfortable silence, and Rose felt her eyes beginning to close. Maybe she was more tired than she thought she was, and despite being in a tent she couldn't deny she was comfortable and (thanks to the Doctor) now very snug. Suddenly aware of the Doctor being able to watch her sleep, she opened her eyes and looked at him. He was lying down properly now, and as she looked at him he gave her a rather tired smile.

"Do Time Lords get sleepy?" Rose teased him, grinning.

"This one does. I guess I'll speak to you in the morning, many adventures to be had..." The Doctor yawned, looking slightly embarrassed about being as tired as he was.

"Night, Doctor."

He grinned. "Night, Rose." The grin froze on his face as Rose leant over and pressed a soft kiss to his cheek. She then swiftly turned on her side with her back to the Doctor, who was left looking at the back of her head with his mouth slightly open. Well, that was new, he thought. Very new. And... nice, very nice. He shook his head, feeling slightly punch drunk, and noticed that one of her hands was still on this side of her body, resting on her waist. Should he take it...? The urge was almost overwhelming, but the Doctor managed to decide against it. He was very close to Rose's hair spread across the pillow, and he could smell her strawberry shampoo. It sent a small shiver down his spine. What being in close proximity can do to two people, the Doctor thought. Especially to himself and Rose. Before he could allow this thought to develop any further, the Doctor had drifted off to sleep.


	4. Chapter 4

When Rose awoke next morning (or at least, she assumed it was morning), she wasn't surprised to see that the Doctor was already up and about. After lying there for a few moments, she sat up. Feeling her hair, she realised it was all over the place and wished she had brought a hairbrush. Amongst several other things including a large quantity of make-up and a change of clothes. Oh well, the Doctor had seen her looking worse. Probably. Rose staggered to her feet, still feeling half asleep, and ducked out of the tent. The Doctor was standing just nearby, looking into the distance. He looked lost in thought. Rose walked behind him and tried prodding him in his sides again. He wheeled round with a start.

"Morning! What are you doing?"

"Everyone has a weak spot!" Rose told him in a disgruntled tone.

"Ohh... still on that, are you?" The Doctor put on a fake-affronted tone. "You know, you'll never find mine."

"Is that a challenge?" Rose grinned, remembering last night's conversation.

The Doctor considered. "Yes! I think it is!" He took her hand. "Come on, let's go and explore."

"Hold on." Rose pulled him back. "My hair's like rat's tails, not got a hair brush in those endless pockets have you?"

"Course not. Besides... who's around to see you?"

Rose frowned and looked around at the vast area of nothingness. "Well, there's you."

The Doctor looked her up and down. "Oh, you'll do." He grinned. "Now stop being a drama queen and let's go and find out where we are."

"I am not being a drama queen!"

An hour later, Rose found herself becoming tired. They had been walking briskly in one direction but had so far come across nothing but more colourful trees and grass. It had been pretty enough to begin with, but after being surrounded by nothing else for a large period of time, it became something of a bore. Rose blew out a long breath.

"I don't know," the Doctor said, answering her unspoken question. "We're bound to come across some sort of civilisation soon."

"We should have brought the tent," Rose mused.

The Doctor cursed. "Damn, didn't think about that. I don't think I have another one, either."

Rose groaned. She felt tired, hungry, and for some reason had a throbbing pain above her right temple that seemed to be increasing. The Doctor must have noticed the discomfort in her face, for he asked:

"Everything alright?"

"Just a headache. I'm fine." Rose said, massaging her forehead.

The Doctor frowned. "It might be a side effect of that protection I put around you last night..." He rummaged around for his screwdriver. "Want me to take it off again?" Rose stopped him.

"Doctor... I'm fine. Not everything has to be really sinister. It's just a headache, I'll be fine in a minute." In fact, she felt anything but fine, but she didn't mention this to the Doctor who was looking at her slightly worriedly. They carried on walking in the same direction, Rose attempting not to cry out as the pain in her head built. Suddenly agony burst inside her and she let out a shriek of pain, falling to her knees.

"Rose? Rose, can you hear me?" Rose could vaguely hear the Doctor speaking, but it sounded very far away.

An image of a building flashed inside her head but before it was properly visible it had fizzled out. Along with the pain. Rose blinked in surprise, and lifted her head blearily to look at the Doctor. He was on his knees opposite her, gripping her arms tightly. His eyes were very wide.

"Are you trying to scare me on purpose?" he asked her shakily.

Rose gave him a small smile. "Sorry," she said, breathing heavily. "I'm a bit better now."

"Sure?"

"Sure." She made to get up but the Doctor held her down, his hands still on her arms.

"Just sit still for a minute. Let's have a rest, we've been walking for a while." Rose sat down on the soft grass gratefully. The Doctor put the back of his hand on her forehead to check her temperature, and his cool hand felt amazingly soothing on her hot skin. Rose let out a little sigh.

"That's nice," she said, beaming at him. The Doctor smiled back, albeit a little nervously. He removed his hand almost immediately afterwards and Rose felt it would sound silly to ask him not to. There was a pause in which the Doctor scratched the back of his neck and Rose leaned back on her hands, thinking. She didn't get migraines, so where had that sudden agonising pain appeared from? She could remember a brief image crossing her mind but it wasn't clear enough to remember. She thought it had been a building – perhaps dark yellow? Or maybe she was just being silly. Rose turned her attention back to the Doctor as he spoke.

"Hungry, by any chance?" He asked, rummaging in one of his inside pockets.

"Starving!" Rose answered straight away. Her stomach rumbled as if to agree.

"Here we are, then!" He pulled two chocolate bars from his pocket with a flourish. Rose immediately grabbed one.

"Wow. You really are prepared, aren't you? I forget to bring a coat along, and you bring a tent and some food?"

"I'm good," was all the Doctor said, as if this settled the matter. And in fact, it pretty much did.

Rose felt much better after some chocolate and a good rest. The Doctor noticed that she was getting restless, so he jumped to his feet, pulling Rose with him. "Ready for the off, then?"

"You betcha," Rose grinned.

They continued walking for several more miles, at a slightly slower pace, still passing nothing but identical trees surrounding them. Rose was just about to comment on this planet being duller than dishwater when she spotted something under the trees a short distance ahead. She nudged the Doctor, and pointed.

"Do you reckon it's a person?" she whispered, slightly anxious. After all, they didn't know if the inhabitants of this planet were friendly or not.

"Let's find out," was the Doctor's response, and they started moving forward towards it. The brown shape didn't seem to be moving at all, and as they came closer they realised that in fact it wasn't a living creature, but what looked like a small vending machine. Rose gaped at it.

"What on earth?" she asked, picking it up and inspecting it closely. It was the size of a microwave with a glass front, but it appeared to be empty inside. There was a small hole at the bottom, just the right size for a hand. Rose hesitated, then gingerly placed her hand inside, and jumped as something warm instantly appeared in her grip.

"Ew!" was her initial response as she withdrew her hand. "What _is _that?" It looked like a lump of grey glue, except it was warm and emitting an unpleasant odour.

The Doctor, who had been watching this scene with amusement, took the object from Rose and sniffed it. He frowned and then (doing the one thing Rose prayed he wouldn't) he licked it. Rose coughed.

"What is with the oral fixation, Doctor?"

"Excuse me, I do not have an oral fixation!" the Doctor said indignantly.

"You just licked a lump of glue, I think that speaks for itself."

"It's not glue, it's food! Or at least - I think it is. Not the best thing I've ever tasted though," and he pulled a face, throwing it aside. "Why don't you try again?"

"Erm, if I must..." Rose reluctantly placed her hand inside the hole again. Once again something instantly appeared in her hand, but this time it was cold and didn't feel as disgusting.

It turned out to be – a sandwich. Rose made a small noise of delight. "Human food! Thank God. Actually, hold on..." She pulled apart the bread, and noticed that the inside of the sandwich certainly wasn't an Earth savoury filling. It was red and white. Worth a sample though, she thought. Presently the Doctor moved her aside and scanned the peculiar device with his sonic.

"This is some piece of kit!" he exclaimed with enthusiasm. "It seems to be creating food from lots of different planets. It tries to provide the food it thinks you want, from the planet it thinks you're from. Like with you, it only took two guesses to realise you were from Earth, so it provided you with a sandwich. Even if the filling is a little... alien..." he added, glancing at it uncertainly.

"Useful though," Rose added. "We don't know how long we're gonna be here and I didn't fancy living on old chocolate bars for weeks."

"Should we take it, do you think?" the Doctor asked, grinning cheekily at her.

"Exactly what I was thinking." Rose replied, giggling. "Doesn't seem like anyone's coming back to claim it." She picked it up again.

"Weird, though, isn't it? Nothing but trees for dozens of miles, and then suddenly this futuristic object? It's almost like someone's left it here..."

Rose thought for a moment. "Maybe... but we need it too. Come on, before you change your mind," and she dragged the Doctor off, carrying the food dispenser under her arm.

After another half an hour's walk, Rose had had enough. She thought she never wanted to see another tree in her life. Oddly enough, they still didn't seem to be coming to anywhere that people or creatures might live, and Rose was tired of feeling like she was walking around in circles. She spotted a suitable looking clump of rocks, and nudged the Doctor.

"Can we stop and have something proper to eat now?" she pleaded with him.

The Doctor looked at her and grinned. "Thought you'd never ask!"

They moved over to the rocks and Rose sat down with relief. She pulled off her trainers and noticed blisters forming on her heels. "Well, I'll certainly have lost weight after this trip," she commented. "I've never walked so much in my life!" A sudden worrying thought struck her. "Hold on... what if we never come to any sort of civilisation? What if we just keep walking? This planet could be millions of miles long for all we know. We can't walk forever... well, I certainly can't."

The Doctor frowned. "I know, I've been thinking that too. But don't forget, _something_ has made the TARDIS go into lockdown –" at this Rose's stomach lurched; she had almost forgotten about that – "so we need to get to the bottom of it. And I'm sure we'll find something. Soon. Honestly." He didn't look as confident as he sounded. Rose sighed.

"Anyway, time for grub!" she said. "This could be interesting..."

Ten minutes later and Rose and the Doctor were satisfyingly stuffed. Rose had sampled a couple of OK looking attempts at Earth's food, and laughed herself silly as the Doctor bravely tried everything Rose pulled from the bizarre machine. Many things lay discarded around them, the Doctor having declared them 'far too vile' to be devoured. It was the most fun Rose had ever had at a mealtime, and she rested her head against a rock, realising how everything was just that little bit more exciting when you were experiencing them with the Doctor. It wasn't the first time this had occurred to her. She loved his enthusiasm for everything, his little quirks, his strange ways. She hoped he wouldn't ever become bored with her. This thought disturbed her slightly as it entered her brain, and the Doctor noticed as her smile drooped.

"What is it?" he said, grinning at her slightly sombre face. Rose wasn't sure whether to blurt it out or avoid the subject, but decided on the former.

"You won't ever take me home, will you?" she asked tentatively.

The Doctor's smile vanished instantly. He looked slightly unnerved, but he didn't avoid the question. "What makes you think that?" he asked, gazing at her with those deep brown eyes.

"I don't know!" she admitted, turning to face him. "I love it with you. You make everything so much more fun. I almost feel like I don't deserve it, like you deserve someone better..." She avoided his intense gaze.

The Doctor didn't avert his eyes, and continued looking at her until Rose found the courage to look back at him full in the face. Then he spoke, and his voice was quiet, hesitant, and full of an emotion Rose had never heard there before. "I... I would never drop you back home. You must know that. _You're_ the one that makes the travelling fun, not me..." He seemed to want to say something more, but after opening his mouth and closing it again he became silent.

Rose said nothing. She felt quite emotional but she wasn't sure why. To bring her out of her reverie, the Doctor sneakily tickled her side and brought her out in a heap of giggles. "Hey!" she gasped, struggling to get back under control. "Not fair."

"Yes fair." The Doctor tried to get her again but Rose wriggled away, laughing.

"Just you wait till I find yours..."

"It'll never happen!"

"You wanna bet?" Then, slightly uncertainly, "Can't you just tell me?"

The Doctor chuckled. "Not a chance. My weak spot is about ten times more sensitive than yours; you think I'd just give that knowledge away?"

"Not even to me?"

"Especially not to you," the Doctor clarified.

Rose sighed and gave up. For the time being. They sat there chatting for several more minutes, both feeling too full to move much. Rose looked at the Doctor and noticed something.

"Hey messy eater, you've got food on your neck," she commented, leaning over and smoothing it off his neck with her finger. The Doctor, caught unaware, let out a small gasp of air that Rose couldn't help but notice. Uh oh, he thought.

Rose stared at him, a small smile forming on her lips. "What was that?"

"What? Erm... nothing." The Doctor glanced at her with what he hoped was an innocent look. She wasn't fooled for a second.

"Have I just found your weak spot by any chance?" she asked, with a grin of delight.

"No, of course you haven't!" The Doctor replied defiantly. He looked rather red.

Rose laughed triumphantly. "Oh well then, you won't mind if I just test it then, will you?" she asked cheekily, tongue between her teeth.

"Um..." The Doctor cursed inside his head. Rose brought her hand to the Doctor's head and traced her forefinger slowly and gently from below his ear all the way down to his shoulder. The Doctor couldn't help but close his eyes at her touch, feeling himself becoming very warm all through his body. It was as if electricity shot through him from her fingertip. It was pure pleasure, and he felt he could stay like that for – wait a minute. No no no. This was _Rose_. Get some self control, he told himself furiously.

This was easier said than done. Rose obviously wanted to pay him back for tickling her earlier, although the Doctor doubted she was aware of just how much this was affecting him. When he said his weak spot was much stronger than Rose's, he hadn't been lying. Just as Rose began to trace patterns in his neck, he inhaled sharply and tried to speak. "Rose, don't," he started to say weakly. She grinned innocently and continued, slightly lightening the pressure with her fingers which made it even harder for the Doctor to ignore. It was torture and bliss at the same moment. Why was she affecting him like this? The Doctor decided not to think about that for the time being.

"Rose, can you stop plea – ahhhh..." The Doctor couldn't help but let out a small moan as Rose's deft fingers found the most sensitive part of his neck. "Rose..." he began again, trying not to sound like he was pleading. This was unfamiliar territory with Rose and himself, and it unnerved him. This needed to stop. Now. The Doctor reached up to Rose's hand and gently but firmly manoeuvred it back to her side. She was gazing at him. Clearly she had finally noticed what had just happened, and she looked slightly breathless and confused. Her eyes were questioning him.

"Well." The Doctor tried to keep his voice steady despite the fact that his heart was pounding slightly. "That's why I didn't tell you. Very, um, sensitive, me." He grinned at her, trying to gloss over the moment, but Rose continued to stare at him as though seeing him in a different light. She tentatively reached for his hand and the Doctor followed her gaze, wondering nervously what was coming next. Then suddenly she released his hand and stood up sharply, brushing herself down.

"We should carry on," she said briskly.

The Doctor stared at Rose. _Women_, he thought as he got to his feet too. _I'll never understand them_.


	5. Chapter 5

The evening was drawing in, surprisingly quicker than Earth days, and Rose was beginning to dread the night. It was a disaster – they had no tent. What were they going to do? She couldn't believe that last night they had been so snug and comfortable, lying next to each other quite intimately. Now they were facing the possibility of a freezing, pitch black night sleeping on the floor. Rose stopped walking suddenly and the Doctor came to a halt too, looking at her.

"Something wrong?" he asked.

"I'm _tired,_" Rose told him in a whiney tone. "I need sleep, and a cup of hot chocolate, and a _bed._" She pouted.

The Doctor just looked at her for a second, then snorted. "Well, aren't we in a bad mood?" he said teasingly.

"Yeah, actually, I am," Rose said, and she sounded irritated. "And I still don't feel great, if I'm honest." The pain in her temple had been gradually increasing again, and she felt slightly weak.

"Oh, really?" the Doctor said, looking concerned. "Well, we can stop for the night, if you want – it _is _getting dark. And this way I can use the sonic screwdriver to examine you, see if you're coming down with something."

Rose considered this. "Where are we going to _sleep_?" she said anxiously.

"Well, I was thinking… the floor?" the Doctor ventured, avoiding her gaze. Rose grimaced.

"But won't there be… bugs, and stuff?" she asked, shuddering. The thought of creepy crawlies being able to inspect her skin whilst she was sleeping was enough to make her stomach churn.

"No no no." The Doctor sounded confident. "Not on this planet, it's not big up on insects. We'll be fine and dandy. So are we stopping now, then? Up to you, really."

"Well…" Rose looked around at the darkness rapidly closing in. She sighed. "We don't have a choice, do we – we could walk for another two days and not find any sort of civilisation."

"Not gonna happen!"

"How do you know?" Rose wanted to know.

"I just do."

"You know that's not convincing?"

"Shush now." She smirked at him as he led the way towards a group of trees. It was very sheltered, without too much wind, and Rose thought the Doctor had picked a good place. However, it still didn't change the fact that they had no sleeping bags or pillows, and the floor looked very hard. And cold.

"Is it just me or has the temperature just dropped a huge amount?" Rose asked the Doctor, shivering.

He frowned. "Just you." He scanned her briefly with the sonic screwdriver. "Ah. The protection I put round you last night seems to have faded. I didn't think it would be permanent, but I thought it would last a bit longer than this…"

"So?" Rose didn't see the problem. "Just zap me again with it again."

"I… can't. Sorry. It's not healthy to use the effect twice on a human body in such a short space of time. It messes with your natural defences. Don't ask me to explain it," he added hurriedly, when Rose opened her mouth. "Trust me, very complicated."

"Fine, whatever," Rose said, rolling her eyes. "So am I just supposed to freeze, or what?"

"Um…" the Doctor looked worried. "Any ideas?"

Rose slapped his arm. "You're _so _useless!" she said in an exasperated tone. "As if I don't feel ill enough!"

"How _do _you feel?" he asked, living up to his name and became Doctor-like. He reached up a hand and put it to her forehead again, ignoring the slight twitch she gave when he touched her. "You're still quite cold, so you don't have a temperature. Do you get migraines?"

"Not usually." Rose sat down heavily, her back against a rock. The Doctor joined her.

"We're out of the wind, that's one thing, and here," he said, slipping his coat off and draping it round her. She smiled her thanks. "Should help a bit."

"I just have a headache, but it's not like a normal headache, it's like…" Rose paused, trying to think how to explain it. "It's like a painful twinge, like there's something I need to remember and it's trying to force its way through." There was a pause. "I know that doesn't make much sense," she finished sheepishly.

"You can say that again. Any other symptoms?"

"Not really – I feel sort of weak, and a bit strange, I guess," Rose admitted.

"How odd," the Doctor commented, in a confused tone. "Maybe you'll feel better in the morning. A good night's sleep will work wonders, I reckon."

Rose snorted. "When sleeping on the floor? Doubtful."

"I've done it many a time before. My coat suits you, by the way," the Doctor told her out of the blue, slightly shyly. She had put it on properly, and even done up the buttons, in an effort to keep her body temperature up. Except when the Doctor said that, the heat in her body suddenly rocketed and she hoped she hadn't gone red.

"Cheers," Rose said, as casually as possible. "It's not often I see you without so many layers on." For he had also removed his jacket so he was just wearing a light blue shirt. He offered the jacket to Rose as a pillow, which she refused.

"You're so sweet," she said adoringly, and the Doctor's hand went to the back of his neck awkwardly. "But I'm not letting you get a chill just to keep me comfy."

"I'll be fine!" the Doctor said cheerfully. "My body can cope with worse, trust me."

"That better be true and not just a line," Rose replied warningly, but when the Doctor arranged the jacket into a pillow shape and laid it on the ground, she reluctantly accepted. She might be slightly more comfy now, thanks to him. She reached across to ruffle that gorgeous hair of his, and his eyes followed her hand warily, as if asking 'What are you doing?" He swallowed, and his eyes met hers, just for a second. But the moment passed, and Rose finally lay down, prompting the Doctor to do the same. Rose noticed, once again, the lack of personal space they seemed to allow each other. It was just a thing they had acquired, and neither seemed to mind. She knew she didn't.

"Will you actually be _sleeping_ again tonight?" she asked the Doctor teasingly, noticing he was looking rather tired. "This must be some kind of a record."

He gave her a half hearted glare. "For your information, I probably won't sleep. Last night I slept for a short amount of time –" Rose snorted; it had been most of the night – "and that should be enough for at least a week. Time Lords are different to humans, remember." He slightly ruined this dramatic speech by emitting a huge yawn, and Rose burst into giggles, gazing at him. He grinned innocently at her.

"I might just lie here and watch you sleep – in a non pervy way, I hasten to add – because you're even more beautiful when you're asleep."

Rose's giggles stopped abruptly. She stared at him. Had he really just said that?!

"Um…" she spluttered, no suitable words coming to mind. He didn't seem at all embarrassed, he was just gazing steadily at her.

"Oh, and I meant to give you something," the Doctor continued, suddenly remembering.

"Oh yeah?"

"Mmhmm." He leaned over from his horizontal position and kissed her quickly on the cheek. "In return for last night," he added matter-of-factly. His lips were softer than any other person who had ever kissed her. And there had been a few.

"Uh…" Oh great, she had been reduced to a stuttering wreck. Quick, think of something gross… err… Christopher Biggins in his underwear. Stripping. Actually no, don't think of that, that's beyond disgusting. But just anything that isn't the Doctor's lips, his lips, your lips, his lips on yours… OK, this isn't working. Rose shook her head and forced herself to turn around so she was facing the other way, hoping she would just drop off to sleep. But for some reason, tired though she undoubtedly was, she didn't feel particularly sleepy. Neither, it seemed, did the Doctor.

"I'm bored," he commented idly, after a few minutes.

"Oh well," Rose said unsympathetically.

"Entertain me, Rose," he whined.

"Would you like me to sing to you?"

The Doctor shifted excitedly. "Yes!"

"Well, I'm not gonna."

"…Oh," he said, sagging. But he huffed and puffed so much that eventually Rose gave up and turned round to face him.

"What do you want to talk about?" she said, sighing.

The Doctor grinned happily. "I don't know! Bananas?"

"Good source of potassium?" Rose offered.

"My thoughts exactly," he agreed, and Rose grinned. The Doctor gazed at her. "You're pretty, you know," he said absent-mindedly.

Rose's mouth went dry. Why was he acting like this? He didn't even seem embarrassed about speaking so candidly. Unless… Rose was struck by a sudden thought. He wasn't _teasing_ her, was he? Her heart raced at the thought that he would actually _want _to do that – surely that would mean…? No. It couldn't. She would need to test it. It would need to be in the morning, though – she didn't have the energy to formulate any sort of plan now. But in the morning, she would find out the truth.

"I'm going to sleep now," Rose said, and the Doctor groaned pitifully.

"Noooo, but I'm still bored!"

Rose giggled at this dorky side to him. "Sleep well, and all that." She reached out a hand and ran it gently down the side of his face, not failing to notice as his eyes slid shut contentedly. Oh, she was really going to enjoy torturing him tomorrow.

- - - - - - - -

It took a good while for Rose to drift off. She was sure the Doctor's coat had saved her – without that, she would definitely have been an ice cube come breakfast. Despite that, though, it was still an uncomfortable night, and not one Rose was keen to relive. When she woke the next morning, she was mildly surprised to see that she was the first one awake. A week without sleep, what a load of rubbish_, _Rose thought, as she looked at the Doctor's still form. It was the first time she had seen him properly asleep, and he looked very peaceful, his fringe flopping over his face artfully and his full lips slightly parted. Rose could tell he was deeply asleep.

Deeply asleep. Suddenly a thought popped into Rose's head, and though she tried to ignore it, it wouldn't go away. She couldn't do that – could she?

The Doctor had yesterday discovered that she was very ticklish, and had used it to his advantage several times. Rose didn't know if he was, so… surely this would be a good time to find out? While he couldn't stop her? Yeah, of course! She couldn't miss an opportunity like this. Rose knew he wouldn't wake up – she had stumbled into him when she moved and he had barely stirred, so he was obviously out cold.

She knelt down next to the Doctor's body, just near his waist. He only had on his light blue shirt and trousers, so he wasn't exactly a hard target. Feeling slightly tense, she reached towards his torso, as he was lying on his side facing her, and tentatively tried tickling his sides and stomach to bring a reaction from him. Nothing. After a few moments Rose stopped, disappointed. She had been looking forward to discovering a secret about the Doctor that she could use against him, to tease him.

Was there anywhere else he could be ticklish? Rose thought for a second, but nothing came to her. She realised that she was slightly warmer and the Doctor felt cold, so she took off his coat and laid it back over him, as carefully as possible. As she was trying to cover his whole body, she noticed with an affectionate grin that he was wearing thin white cotton socks. His battered converse lay nearby, hastily untied. Cotton socks weren't exactly the kind of footwear Rose had expected a Time Lord to wear, but nevertheless they suited him. They were so thin though, so she moved the coat down to cover his feet, and as she brushed against the sole of his right foot he twitched.

Rose tried to stop herself from giggling out loud. This was the second time she had come across something about the Doctor by accident. Did he have ticklish _feet_? This was _perfect, _if he did. She sneaked a glance at the Doctor's face but he didn't look anymore awake. Shifting slightly downwards so she could get to his feet properly, Rose put her hand on his heel and ran the fingers of her other hand along the arch in his foot. If she had expected a big reaction, she wasn't disappointed. Instantly, as a reflex, the Doctor jerked his foot violently out of her grasp, and kept it bent, out of her grip. Rose held his other foot down and wiggled her fingers around this foot instead, but this time he couldn't get free and so he grunted in his sleep and was trying desperately to squirm free. At this, Rose _did _giggle – she couldn't help it. It was the sweetest thing in the world. Eventually she stopped, though – he was asleep, it wasn't fair to torture him. Fun though it undoubtedly was. Rose couldn't stop the biggest beam spreading across her face. She now had a weapon that she could use. She sat on a nearby rock and waited for the Doctor to finally wake up, ignoring the slight throbbing in her temple that seemed to be increasing.


	6. Chapter 6

Half an hour later, he finally stirred, and looked up to see Rose's glaring face looking back at him from several feet away. He grimaced.

"Ah. Slept longer than I planned to, did I?" the Doctor said sheepishly.

"Well, let's just say that I could've counted all the trees on the island in the time I've been waiting for you," Rose replied shortly. It was a slight exaggeration, but her glee at finding out the Doctor was ticklish had quickly evaporated as the pain in her head grew in intensity. She didn't know what was wrong with her. Was this the beginning of regular migraines, or something? Rose didn't like to mention it to the Doctor – she had already complained of this twice yesterday, and she felt like she was doing nothing _but_ moaning on this trip. So she kept it to herself and just focused on looking annoyed at the Doctor.

"Up for another long day of walking?" the Doctor asked cheerfully a few minutes later, pulling on his shoes. Rose's heart sank. In truth, all she felt like doing was climbing into a warm soft bed and staying there until tea time. But she nodded, playing along. Maybe it would pass. "Let's be off, then," the Doctor continued, walking over to where she was still sitting on the rock. He held out a hand to her and she stood up to take it, but suddenly white hot pain shot through her head, her legs buckled underneath her, and once again she saw the flash of a yellow building in her mind's eye. She would have collapsed to the floor but the Doctor's reflexes were much quicker than humans, and Rose felt his arms wrap around her waist, holding her steady.

"You still with me?" The Doctor's calm voice cut through the haze in her head.

"I… yeah." Rose gripped onto the Doctor's coat to keep her upright, as her knees seemed to have completely given up. She put her head against his chest and felt his two hearts thumping, slightly faster than she would have expected.

"Look at me," the Doctor told her gently. Rose tried to focus on his voice and ignore the images filtering through her mind. _A building. What was so significant about it?_ She forced herself to look up into the deep brown eyes gazing back at her, and as she did, the images flickered and died.

"Sorry," Rose muttered, feeling slightly less foggy.

"What's going on with you?" the Doctor asked rhetorically. "Here, sit back down again." He took his hands from round her waist and lowered her back onto the rock gently. Rose suddenly desperately needed the physical contact she had just lost when he released her, and she pulled the Doctor by his shirt tails onto the rock beside her. He looked at her, startled. "Rose?"

"My mind feels… battered, or fragile, or something, I just need…" She grabbed the Doctor in a hug and he went willingly, still looking bemused. Rose was holding him as tightly as she could, and they stayed that way for over a minute. The Doctor didn't try to pull away, and Rose was so grateful for that. She didn't feel right, and she needed this. Eventually these feelings of desperation subsided, and she released her grip on the Doctor somewhat. She absent-mindedly fiddled with his shirt collar and the Doctor made a small noise in his throat when she brushed her fingers against his neck accidentally.

"Oops, sorry," Rose giggled, pulling away completely. "I forgot about that."

The Doctor grinned at her. "I'm not going to pretend I don't enjoy it," he said jokingly. "Do you… I mean, do you feel any better? What was that about?"

Rose glanced at her lap. "I dunno. I'm sorry. I keep getting headaches and I don't feel right. Suddenly I felt the need to have a physical connection with someone…" She paused, looking concerned. "I don't like what's going on with my mind."

The Doctor looked worried too, and couldn't offer any solution. "Well, we're not going anywhere until you feel 100% OK. We can just chill out, play things by ear. Sound alright?"

"Better than alright." Rose beamed at the Doctor. He always knew how to make her feel better.

"Does your head still hurt?" he asked.

Rose grunted. "Unfortunately, yeah – but not nearly as bad as it did." The Doctor shifted to sit behind her on the rock, and she was startled when his slender hands moved to her head and began gently massaging her temples. Rose let her head drop back and she looked at him upside down. "What are you doing?" she asked, nervously.

"Um… helping with your headache?" the Doctor said, as if this was obvious. "Tell me if it's making it worse," he said, as he continued rotating his fingers.

Rose let out a long relaxed sigh. "It's _really_ not. We should spend all day doing _this,_" she added, and then wished she hadn't at the pause that followed. It was better than any Spa she had been to (granted, only a few), and as the Doctor's thumbs began to stroke her forehead, Rose had to fight hard not to let out a noise of someone who was very much turned on. How could he so easily reduce her to such a puddle of goo?

"I'll have to return the favour, you know," Rose said teasingly, when the Doctor finally finished giving Rose infinite pleasure and began flexing his fingers. Her head felt miles better and she almost felt normal again.

The Doctor grinned. "I would like that very much. Now?" he asked, slightly eagerly.

Rose smirked. "If you want. I won't be as good as you but I've had a bit of practice." A sudden evil thought struck her. "I'm best with foot massages, though."

"Feet? No, its ok, my feet are fine." The Doctor's eyes widened slightly.

"I bet they're not! You've been walking for days in those converse, they're bound to be aching," Rose commented, fighting to keep a straight face.

The Doctor searched for a reply. "They stink!" he said, looking relieved that he had come up with that. "I'm not putting you through that."

Rose laughed. She knew exactly why he was fighting. "Doctor, they don't smell. I slept _next_ to them last night, I would have noticed. Feet up on my lap, now."

The Doctor looked nervous. "I… erm… really? No, I really don't think that –" Rose interrupted him by grabbing his right foot and placing it on her lap. The Doctor started and almost overbalanced, grabbing the rock. Rose began untying his laces. He gave up resisting after a few moments and leant back.

"Fine," he said, opting for a casual tone and hoping it sounded convincing. There were a few moments of silence whilst Rose concentrated removing his shoe and the Doctor made himself more comfortable on the rock, slightly worried about what was coming. He was about to have a brave attempt at distracting Rose when she spoke.

"So I'm guessing you don't have a clue where we're going, yeah?"

"You mean in life?" the Doctor ventured. Rose rolled her eyes.

"No, idiot, on this planet."

"Ahh. Um… not a clue, if I'm going to be really honest." He broke off as Rose took his heel between her hands and began gently rotating with her fingers. He leaned back against the rock slightly, and as she continued to move round his foot slowly, he felt himself relax. Whatever he had told Rose, his feet _were_ sore, and Rose's small but deft hands were certainly doing the trick. So long as she avoided… certain areas. As she gradually worked through the kinks in his feet, he let out a contented sigh which made Rose look up, smiling as she noticed that his eyes were closed. Maybe now would be the time, she thought to herself, while he wasn't paying attention. Maybe if she just ran her fingers along the arch in his foot again –

Just as violently as he had reacted in his sleep, the Doctor instantly jerked his foot out of Rose's grasp and stared at her, eyes wide. Rose feigned surprise.

"What are you doing?" she asked.

"Um… sorry, just a reflex," he assured her, but seemed anxious to keep his foot out of her reach. Rose had to bite back a smirk. Oh, he wasn't getting away that easily. In one quick motion she leaned forward and claimed back his foot. He looked affronted.

"I thought you were done!"

"Course not! I haven't even started on the arch of your foot yet." She saw a brief frown cross the Doctor's face. Placing his foot on her lap again, she held it down tightly with one hand, and began smoothing across the skin underneath his foot, as gently as she could manage.

The Doctor was tense. Why had Rose offered to massage his _feet, _of all things? This particular regeneration just happened to be very ticklish, particularly in that area. It was almost like she knew. But there was no way she could know that. He thought the fact that he was wearing socks might help slightly. Either way, the Doctor was determined not to let on how torturous this whole thing was. But as soon as her smooth hands touched the arch of his foot, he knew it was going to be nigh on impossible. He bit his lip and concentrated on thinking of other things. He could do it. Think of… a bowl of baked beans. That was normal enough. He liked baked beans. This was a good distraction. It worked for a few moments, until Rose spoke to him and he regretfully had to tune back into the conversation.

"So are we just gonna walk for days and days, or do you actually have _some_ kind of plan?" she asked, slightly sceptically.

"Um… I can tell we're nearing somewhere. Next couple of days, tops." Having been caught unawares, the Doctor suddenly felt the extreme feeling of ticklishness return, spreading intense tingles all through his body, and he couldn't help but begin squirming slightly, trying to get his foot from her grasp. She suddenly stopped and he exhaled in relief.

"Something the matter?" Rose asked, unable to keep the grin from her face, and suddenly the Doctor realised.

"You already know, don't you?" he said slowly, raising an eyebrow.

Rose nodded and giggled, before suddenly abandoning all pretence and engaging in a furious tickle attack, her nimble fingers moving all around the underside of his foot. The Doctor let out what could only be described as an unmanly _squeak_, and tried desperately to free himself, but Rose had a good firm grip. "Rose, stop!" he managed to splutter. He didn't remember being properly tickled before, in any body, and it was the most _insane _feeling in the world, neither good nor bad, just an absolute loss of control. He bit into his fist and tried very hard not to laugh, but it seemed the natural uncontrollable reaction and before long they were both laughing as hard as each other, as the Doctor's protests became weaker and weaker.

Suddenly Rose stopped, and it was as though someone had turned off the tap, the noise vanishing instantly. All that could be heard was the Doctor's heavy breathing as he _finally_ wrenched his foot from her grasp and tried to regain some self control. He noticed that Rose was rather closer to him on the rock than she had been, and his mind tried vaguely to work out when that might have happened. She was just gazing at him steadily, and because he had nothing to say, nor no breath to say it with, he looked back at her. Somehow the barriers between them were down. Rose's hand found her way into the Doctor's hair and she trailed her nails gently along his scalp, biting her lip when he let out a soft, deep noise. She moved towards him a fraction, and the Doctor noticed, suddenly realising things were going too far. So without warning he moved his hands to her sides and began tickling _her_, to distract her and also for payback. Rose gasped as soon as he touched her, caught off guard, and she squirmed and tried weakly to bat his hand away, but only succeeded in shifting sideways on the rock and flopping off onto the grass with a loud "Oof!".

"You ok?" The Doctor asked, peering down at her in her rather ungainly position.

"Oops," she said matter of factly, before bursting out laughing.


	7. Chapter 7

"Oops," she said matter of factly, before bursting out laughing. The Doctor snorted, pulling her to her feet. He decided against telling her that he was actually quite hoping they weren't near their destination, as a few more days with just the two of them was absolutely fine with him. He was tempted to question how, since meeting Rose, his mind had become so much more used to the domesticated, but he chose to ignore these thoughts for the time being.

Rose had just settled herself back on the rock when a terrified scream cut through the silence. They both whirled round and stared in the direction of the noise. Rose could tell the person who screamed (if it was a person) was miles away, and yet the noise had been loud enough to carry all this distance. That wasn't a good sign. She was about to ask the Doctor what he thought it was when he leapt to his feet, shrugging his coat on as quickly as he could. Rose followed suit, eager to find whoever this was, and try to help them.

"Rose?" The Doctor looked at her sharply. "Stay here, I won't be long."

She stared at him, affronted. "You're having a laugh, aren't you? I'm not just gonna _sit here_ while you go off running into danger."

The Doctor seemed as insistent as she was. "Rose, whatever's happening on this planet is obviously affecting you, but I seem to be alright, so if I just go and come back as soon as I can –"

"No." She said it calmly, and yet the Doctor sighed, knowing she was being stubborn. "I'm a big girl, I can handle it."

The Doctor waved his hands around pointlessly for a few moments, trying to formulate a reply, but then he seemed to give up and grabbed her hand. "OK, well, run!"

Five minutes later, and Rose was well and truly puffed. She had always known that the Doctor could run faster, and for longer, than she could (no doubt due to his exceptionally long legs), but today she was really lagging behind. The Doctor seemed frustrated by this at first, but once he looked back at her, he started.

"Are you feeling OK? You've gone really white."

"Not really," Rose managed to gasp out between ragged breaths, but she kept running nonetheless. The Doctor carried on too, but he slowed down considerably and made frequent glances backwards.

Rose was drawing each breath with more and more difficulty. The more she ran in the direction of the scream, the more her head pounded and throbbed. It was getting ridiculous, and yet all she could think about was trying to stay conscious. The Doctor grabbed her hand again to help her along, but it was no good, she was slowing down rapidly and every fibre of her body seemed to be aching. Eventually she had to stop, her hands on her knees, but the Doctor didn't notice, and he began to further the distance between them. In desperation, Rose summoned all her strength and managed to cry "Doctor!" in a weak croak. But he heard, turned, and all Rose saw was his anxious face before all was lost.

* * * * * * *

All the Doctor saw when he spun on his heels was Rose collapsing in a heap to the floor. His heart seemed to leap into his throat, obstructing his breathing. _I let her come with me, and now if something has happened to her…_ He stood fixed to the spot for a few seconds, his eyes darting back and forth between Rose and the direction the scream had come from, torn between the two options. After a few moments he seemed to un-freeze and jogged back to Rose, kneeling by her.

"Rose. Rose?" The Doctor said, trying to inject some cheerfulness into his voice. "Time to be waking up now. We've got a lot of running to do. You know how it is."

She was still out cold, a look of discomfort and slight pain displayed on her features. Her arms and legs were splayed out at an unusual angle, one leg caught underneath her from when she had fallen, and so the Doctor, as gently as he could manage in his hyped up state, re-arranged her limbs so she was lying comfortably on her side. He smoothed away the hair on her face, noticing, even now, how soft it felt between his fingers. He sighed. Now wasn't the time to be thinking about… _that._ Just concentrate on getting her to safety. But…

The Doctor was just kneeling down to her, about to take her pulse, when another loud scream rung out in the distance. The Doctor jumped up, hating what he was about to do but needing to investigate. He squeezed Rose's hand and muttered, "I'll be back. Oh, damnit, no… I'll, erm, see you later? Don't do anything I wouldn't do? Whatever –" He shot off in the direction he was originally running in.

* * * * * * *

She sat up suddenly, and looked around. Why was she lying here? She didn't remember taking a nap. But it didn't matter, anyhow. All she wanted was to keep walking, until she reached her destination. Because wonderful things awaited her, she was sure of that. Why she was so confident, she didn't know. A frown flittered across her features, but it was gone in a second. There was no reason to doubt. She was heading to safety.

She got to her feet slowly, suddenly acutely aware of how light she was on her feet. Her head felt clear, too. A lazy beam lit up her face. Before long she noticed something to her left that she hadn't initially seen. Ah. That was what she was looking for. Hadn't she just come from there? Again her forehead creased in a frown, but then a feeling of well being spread through her body. She practically skipped in the direction of the bright, sun coloured building just a short distance away.

Little of the journey remained in her memory, tuning back in only when she felt calm and safe, inside the clean, spacious building, with its pale yellow walls. There was a wide desk in front of her, and her mind seemed to tell her that it was right to walk up to it. So she did. Her mind did not register that the woman sitting there looked very different to her. The woman did not smile, merely gave her a cold, appraising look.

"Are you here for induction?" Were the first words to leave her sunken, purple lips.

"Yes." Yes, she was. Again, she wasn't sure how she knew this, but why did it matter?

"Fine… you look a little weak, but you'll do. Name?"

"Rose Tyler."

* * * * * * *

The Doctor was knackered, though he would never admit it to himself or to anyone else. He had been running in what he supposed was the right direction, for almost fifteen minutes. Nothing. It was still completely deserted, without a building, or living creature, in sight. Nothing at all.

But someone had screamed. They had both heard it, as clear as day. The Doctor came to a halt suddenly, sensing this venture served little purpose. He was getting too far away – the scream had been close by. He was sure of that. The Doctor reckoned that his best option was to backtrack, look after Rose, and then try and come up with something together. _Two heads are usually better than one._

It took him much longer on the way back, to reach the area he recognised as the place Rose had collapsed. But as soon as he became within a short distance of it, he realised something was very wrong. He had expected to see a small figure with long blonde hair, lying on the grass, but the surrounding area was completely empty. He quickened his pace, not wanting to believe it to be true. _She's just woken up and wandered off, that's all._

"ROSE?" He yelled into the silence, praying that she would suddenly pop up from behind a tree and beam that lovely beam at him. Because there was no way his mind could accept this blow, that in fact she had vanished, and someone had screamed, and she could be next… what if she was next?

"ROSE? What are you playing at?" His voice cracked suddenly and he stopped, breathing in slowly through his nose. Panic never solved anything. He could control his adrenalin, and begin to develop a plan of action. It was what he did best. Except, he was stranded on some random planet god knows where, without his TARDIS… or his Rose. Hold on… _his _Rose? _Slightly too possessive there. Better not tell Rose that particular musing, or you might be heading for a slap._ But either way, it was very much a pickle. The Doctor paced for a good ten minutes, trying to clear his head, but he was surprised to find himself feeling slightly more vulnerable than usual, without a certain London girl by his side. _I'm pretty sure this place is affecting my head in some way, too._ Mind control. He was very much _not _a fan of such practice. With a groan of frustration, the Doctor plonked himself on a nearby log. He had rarely felt so helpless.

"H-hello."

The Doctor very nearly yelled in shock as he spun round quickly, looking for the source of the noise. He didn't have to look far. A young man, perhaps even a boy, stood a few feet from him. He looked terrible. His dirty blonde hair was lank and matted, his face was almost skeleton like, and he was bent over slightly, as if in pain. The Doctor leapt to his feet at once, startled and wanting to help. But he kept his distance, and tried to get some information first.

"Hello! Who're you? I have to say, I'm glad to see some sort of life actually exists on this planet…"

"I'm not from this planet," the boy said. He suddenly went into a coughing fit that wracked his entire body. The Doctor's eyes widened.

"Hey hey, come and sit down here, you look terrible."

"Everyone does in there," the boy rasped as he staggered to the log. "I'm just glad I escaped when I did. Some people never come out."

The Doctor blinked. "Escape from… where, exactly? No, hang on." He pulled a drink of water from the depths of his pockets, and handed it to the boy. "Here, drink this, and then," he placed his hand on the boy's shoulder and looked into his sunken face, "I need you to tell me everything that is going on, on this planet."

"_Everything?"_ The boy looked startled, and began to sip the drink slowly.

"Of course!" The Doctor already felt more positive – this person was apparently about to give him many answers to the thousands of questions flying through his head. Usually it required a lot more investigation. "Oh, first thing's first – your name is…?"

"Pan."

"Pan." The Doctor ran that through his head. He liked it. It beat being called John or Steve. "OK Pan, I need to know every little detail – only then can I try to stop this. Even though…" he scratched his head, "…I have no idea what I'm trying to stop."

"Oh trust me, you'll want to once I've told you," Pan commented, unmistakeable bitterness creeping through in his voice. There was a pause. The Doctor turned to face him; Pan placed the drink down on the log, and began to talk. Ten minutes passed, and the Doctor listened intently, developing a clear picture of exactly what was going on. He wondered if the look of disgust would ever leave his face.

"So." He cleared his throat delicately when Pan stopped talking. "To sum up – people are being brainwashed, basically _institutionalised _within this massive building, they have tests carried out on them, their minds are manipulated… no, I can't have this." He began pacing up and down feverishly. "This is _obscene._ We need to stop it. Rose must be in there." He stopped pacing and looked absent-mindedly off into the distance.

"Rose?" Pan questioned worriedly.

"My friend."

"Your…?"

"Friend_._ Yes." The Doctor's voice carried a warning. "She's here under my watch, my supervision, and I am _not_ going to let anything happen to her," he said, pointing his finger at mid-air, his voice rising slightly.

"Your supervision?" Pan gave a weak laugh. "Bit possessive, aren't you?"

"No!" The Doctor sighed and ran his fingers over his face. "Well, maybe a little."

Pan had a question now. "So if she's been brought in, how come you haven't been affected?"

"I…" the Doctor looked at him quickly. He looked trustworthy. And how else was he going to explain this? "I'm a Time Lord. It takes a lot to get inside my head, trust me. Although… it must be strong, because it's certainly affecting me somehow."

"In what way?" Pan looked concerned.

"Just… ways."

"It could be important."

"Nah, it's not, no worries…" The Doctor took a deep breath and moved the conversation along. "There's one thing I don't get, though. If this planet is run by the people inside this massive building – then where is it?"

Pan hesitated. "You can't see it? It's just in the distance, ahead of us." He pointed.

"I can't see anything except trees."

"Then I'm afraid I - I don't know. Maybe you have to know about its existence to see it? Should I take you to it?"

"Is that wise, seeing as you just escaped from there?" The Doctor asked, staring at him.

"Well, we'll just have to be careful then, won't we?" Without another word, Pan got to his feet with difficulty, and began walking in the direction the Doctor had been running. The Doctor watched him for a few seconds in admiration, before jogging to catch him up. He certainly picked his companions well. He had only been speaking to this boy for less than half an hour, and yet he got the immediate sense that this was one of those very rare people that will not let anything stop them, and face each obstacle as it comes. He had managed to escape, after all, where other people had not. He may have looked close to a skeleton, but he was clearly made of stronger stuff.

They walked in silence for several minutes, both lost in their own thoughts, before the Doctor remembered that there were still some things he needed to know.

"Pan?" He said quietly. Pan looked at him. "Can I ask, you're human, aren't you?" He nodded, suddenly avoiding his gaze. "From what time?"

"What _time_?" Pan asked, startled. "Why, what time are you from?"

"Oh, so many," he replied matter-of-factly.

"Um… well, I'm from 4021AD."

"Not too far ahead of Rose…" The Doctor pondered. "Maybe you two will get along when you meet. Oh, and speaking of Rose," the Doctor's voice had suddenly become masked, "how do I get her out of that hell hole?"

"The same way I got out. Except… it was easier for me, because I have no one to be attached to, so when they removed my thoughts it wasn't as bad, but it seems like this Rose has an attachment… you. Does she have family, too?" he wondered.

The Doctor looked bemused. "Erm, yeah she does – look, if I'm honest, you're making very little sense at the moment. What do attachments have to do with anything?"

"Everything. The people in that place are still aware of everything around them, to a certain extent – but the memory of their loved ones is wiped, so they don't feel the need to break out and find them again."

"Wiped… so Rose doesn't have a clue who I _am_?" the Doctor asked angrily.

Pan looked at him sadly. "If they've already caught her, then no, she doesn't. I'm sorry," and he reached out to touch the Doctor's arm, but the Doctor shrugged it off. He was staring right ahead of him, his jaw set and his eyes fairly wide.


End file.
